Common use of General and Special Rules A Clause in Contracts

General and Special Rules A. Except as otherwise provided herein, the timing and amount of all distributions shall be determined by the General Partners. No Partner shall have the right to demand and receive any distribution of property other than cash. Notwithstanding any other provision of this Agreement, the General Partners shall have authority to make the following distributions to certain of the Unitholders: First, if the Partnership has realized a savings on Selling Commissions payable by the Partnership with respect to the purchase of Units by a Unitholder of 4,000 or more Units (as more fully set forth in the Prospectus), the General Partners shall make a distribution to such Unitholder equal to the amount of such savings realized by the Partnership. Second, if any interest is earned on a Unitholder's Capital Contribution while it is held in escrow pending recognition as a Unitholder under Article VII, such interest shall be paid by the Partnership to such Unitholder and Profit attributable to such interest shall be allocated in the same manner. B. Subject to all of the special rules of this Section 4.5, if any Partnership property is distributed to the Partners in kind, such Partnership Property first shall be valued on the basis of the fair market value thereof to determine the Profit or Loss that would have resulted if such Partnership property had been sold, and then such Profit or Loss shall be allocated as provided in Section 4.1A, and shall be properly credited or charged to the Capital Accounts of the Partners in accordance with Treas. Reg. ss.1.704-1(b)(2)(iv)(e) or any successor provision thereto. Any Partner entitled to any interest in such assets shall receive such interest as a tenant-in-common with all other Partners so entitled. The fair market value of such assets shall be determined by an independent appraiser who shall be selected by the General Partners. C. Notwithstanding Sections 4.1 and 4.3 hereof, if an allocation of Loss (or item thereof) to a Unitholder or Partner would cause or increase a deficit balance in his or its Capital Account in excess of: (i) in the case of a Unitholder or Partner other than a General Partner, his proportionate share of Minimum Gain, or (ii) in the case of a General Partner, the sum of the amount which it is obligated to restore to the Partnership pursuant to Section 3.1 hereof and its proportionate share of Minimum Gain (in each case, such excess being referred to hereafter as the "Excess Deficit Balance"), then the allocation shall not be made to such Unitholder or Partner. Instead, such Loss (or deduction or item thereof) shall be allocated first to the Partners and Unitholders having positive Capital Accounts, in proportion to such positive Capital Accounts, until all such positive Capital Accounts have been reduced to zero, and any additional Loss (or deduction or item thereof) shall be allocated to the

General and Special Rules A. Except as otherwise provided herein, the timing and amount of all distributions shall be determined by the General Partners. No Partner shall have the right to demand and receive any distribution of property other than cashPartner. Notwithstanding any other provision of this Agreement, the General Partners Partner shall have authority to make the following distributions to certain of the UnitholdersInvestors: First, if the Partnership has realized a savings on Selling Commissions payable by the Partnership with respect to the purchase of Units by a Unitholder of 4,000 or more Units (as more fully set forth in the Prospectus), the General Partners Partner shall make a distribution to such Unitholder Investor equal to the amount of such savings realized by the Partnership. Second, if any interest is earned on a Unitholderan Investor's Capital Contribution while it is held in escrow pending recognition as a Unitholder an Investor under Article VII, such interest shall be paid by the Partnership to such Unitholder Investor and Profit attributable to such interest shall be allocated in the same manner. B. Subject to all of the special rules of this Section 4.5, if any property or assets of the Partnership property is are distributed to the Partners in kind, such Partnership Property property or assets first shall be valued on the basis of the fair market value thereof to determine the Profit or Loss that would have resulted if such Partnership property or assets had been sold, and then such Profit or Loss shall be allocated as provided in Section 4.1A4.1A and Section 4.1B, and shall be properly credited or charged to the Capital Accounts of the Partners in accordance with Treas. Income Tax Reg. ss.1.704-1(b)(2)(iv)(e) or any successor provision thereto. Any Partner entitled to any interest in such property or assets shall receive such interest as a tenant-in-common with all other Partners so entitled. The fair market value of such property or assets shall be determined by an independent appraiser who shall be selected by the General PartnersPartner. This Section 4.5B governs income tax consequences only and shall not be read or construed as authorizing the distribution in kind of property or assets of the Partnership. C. Notwithstanding Sections 4.1 and 4.3 hereof, if an allocation of Loss (or item thereof) to a Unitholder an Investor or Partner Partner, other than the General Partner, would cause or increase a deficit balance in his or its Capital Account in excess of: (i) in the case of a Unitholder or Partner other than a General Partner, his proportionate share of Minimum Gain, or (ii) in the case of a General Partner, the sum of the amount which it is obligated to restore to the Partnership pursuant to Section 3.1 hereof and its proportionate share of Minimum Gain (in each case, such excess being referred to hereafter as the "Excess Deficit Balance"), plus, in the case of the Subordinated Limited Partner, any amount which it agrees to contribute to the capital of the Partnership pursuant to Section 3.1, then the allocation shall not be made to such Unitholder Investor or Partner. Instead, such Loss (or deduction or item thereof) shall be allocated first to the Partners and Unitholders Investors having positive Capital Accounts, in proportion to such positive Capital Accounts, until all such positive Capital Accounts have been reduced to zero, and any additional Loss (or deduction or item thereof) shall be allocated to thethe General Partner. For purposes of making the determination set forth above, each Investor's and each Partner's Capital Account balance shall be reduced by reasonably expected allocations or adjustments of loss (or item thereof) including Loss from a Sale under Income Tax Regulation ss.ss.1.704-1(b)(2)(ii)(d)(4) and (5), and by reasonably expected distributions to the extent not offset by reasonably expected Capital Account increases ("Account Reduction Items"). For purposes of calculating reasonably expected Capital Account increases, the value of the Partnership's assets shall be presumed to be equal to their adjusted basis for federal income tax purposes. D. Notwithstanding Sections 4.1 and 4.3 hereof, in accordance with Income Tax Regulation ss.ss.1.704-1(b)(2)(ii)(d) and 1.704-1(b)(4)(iv)(e), (i) if, in any fiscal year of the Partnership, an Account Reduction Item unexpectedly causes or increases an Investor's or Partner's Excess Deficit Balance, or (ii) if there is a net decrease in Minimum Gain during a taxable year, then all Investors or Partners with an Excess Deficit Balance at the end of such year shall be specially allocated Profit and, to the extent necessary, gross income (as defined in Section 61 of the Code) to the extent of such Excess Deficit Balances, in proportion to the Excess Deficit Balance of each Investor or Partner. Any remaining Profit or Loss, after adjustment has been made for allocation of income or gain pursuant to this Section 4.5D, shall be allocated in accordance with Sections 4.1 and 4.3 hereof. The General Partner shall be authorized to interpret and apply this Section 4.5D so as to satisfy the requirements

General and Special Rules A. Except as otherwise provided herein, the The timing and amount of all distributions shall be determined by the General Partners. No Partner shall have the right to demand and receive any distribution of property other than cashPartner. Notwithstanding any other provision of this Agreement, the General Partners Partner shall have authority to make the following distributions to certain of the UnitholdersInvestors: First, if the Partnership has realized a savings on Selling Commissions payable by the Partnership with respect to the purchase of Units by a Unitholder of 4,000 or more Units an Investor (as more fully set forth in the Prospectus), the General Partners Partner shall make a distribution to such Unitholder Investor equal to the amount of such savings realized by the Partnership. Second, if any interest is earned on a Unitholderan Investor's Capital Contribution while it is held in escrow pending recognition as a Unitholder an Investor under Article VII, such interest shall be paid by the Partnership to such Unitholder Investor and Profit attributable to such interest shall be allocated in the same manner. B. Subject to all of the special rules of this Section 4.5, if any property or assets of the Partnership property is are distributed to the Partners in kind, such Partnership Property property or assets first shall be valued on the basis of the fair market value thereof to determine the Profit or Loss that would have resulted if such Partnership property or assets had been sold, and then such Profit or Loss shall be allocated as provided in Section 4.1A4.1A and Section 4.1B, and shall be properly credited or charged to the Capital Accounts of the Partners in accordance with Treas. Income Tax Reg. ss.1.704-1(b)(2)(iv)(e) or any successor provision thereto. Any Partner entitled to any interest in such property or assets shall receive such interest as a tenant-in-common with all other Partners so entitled. The fair market value of such property or assets shall be determined by an independent appraiser who shall be selected by the General PartnersPartner. This Section 4.5B governs income tax consequences only and shall not be read or construed as authorizing the distribution in kind of property or assets of the Partnership. C. Notwithstanding Sections Section 4.1 and 4.3 hereof, if an allocation of Loss (or item thereof) to an Investor or a Unitholder or Partner would cause or increase a deficit balance in his or its Capital Account in excess of: (i) in the case of an Investor or a Unitholder or Partner other than a the MNC Special Limited Partner and the General Partner, his proportionate share of Minimum GainGain (as defined in Income Tax Regulation ss.1.704- 1T(b)(4)(iv)(f) and (h)(5)), or (ii) in the case of a the MNC Special Limited Partner, the sum of the amount it is obligated to restore to the Partnership pursuant to Section 3.3B hereof and its proportionate share of Minimum Gain (as defined in Income Tax Regulation ss.1.704-lT(b)(4)(iv)(f) and (h)(5)) or (iii) in the case of the General Partner, the sum of the amount which it is obligated to restore to the Partnership pursuant to Section 3.1 hereof and its proportionate share of Minimum Gain (as defined in Income Tax Regulation ss.1.704-lT(b)(4)(iv)(f) and (h)(5)) (in each case, such excess being referred to hereafter as the "Excess Deficit Balance"), then the allocation shall not be made to such Unitholder Investor or Partner. Instead, such Loss (or deduction or item thereof) shall be allocated first to the Partners and Unitholders Investors having positive Capital Accounts, in proportion to such positive Capital Accounts, Accounts until all such positive Capital Accounts have been reduced to zero, and any additional Loss (or deduction or item thereof) shall be allocated to theA-15

General and Special Rules A. Except as otherwise provided herein, the The timing and amount of all distributions shall be determined by the General Partners. No Partner shall have the right to demand and receive any distribution of property other than cashPartner. Notwithstanding any other provision of this Agreement, the General Partners Partner shall have authority to make the following distributions to certain of the UnitholdersInvestors: First, if the Partnership has realized a savings on Selling Commissions payable by the Partnership with respect to the purchase of Units by a Unitholder of 4,000 or more Units an Investor (as more fully set forth in the Prospectus), the General Partners Partner shall make a distribution to such Unitholder Investor equal to the amount of such savings realized by the Partnership. Second, if any interest is earned on a Unitholderan Investor's Capital Contribution while it is held in escrow pending recognition as a Unitholder an Investor under Article VII, such interest shall be paid by the Partnership to such Unitholder Investor and Profit attributable to such interest shall be allocated in the same manner. B. Subject to all of the special rules of this Section 4.5, if any property or assets of the Partnership property is are distributed to the Partners in kind, such Partnership Property property or assets first shall be valued on the basis of the fair market value thereof to determine the Profit or Loss that would have resulted if such Partnership property or assets had been sold, and then such Profit or Loss shall be allocated as provided in Section 4.1A4.1A and Section 4.1B, and shall be properly credited or charged to the Capital Accounts of the Partners in accordance with Treas. Income Tax Reg. ss.1.704-1(b)(2)(iv)(e) or any successor provision thereto. Any Partner entitled to any interest in such property or assets shall receive such interest as a tenant-in-common with all other Partners so entitled. The fair market value of such property or assets shall be determined by an independent appraiser who shall be selected by the General PartnersPartner. This Section 4.5B governs income tax consequences only and shall not be read or construed as authorizing the distribution in kind of property or assets of the Partnership. C. Notwithstanding Sections Section 4.1 and 4.3 hereof, if an allocation of Loss (or item thereof) to an Investor or a Unitholder or Partner would cause or increase a deficit balance in his or its Capital Account in excess of: (i) in the case of an Investor or a Unitholder or Partner other than a the MNC Special Limited Partner and the General Partner, his proportionate share of Minimum GainGain (as defined in Income Tax Regulation ss.1.704- 1T(b)(4)(iv)(f) and (h)(5)), or (ii) in the case of a the MNC Special Limited Partner, the sum of the amount it is obligated to restore to the Partnership pursuant to Section 3.3B hereof and its proportionate share of Minimum Gain (as defined in Income Tax Regulation ss.1.704-lT(b)(4)(iv)(f) and (h)(5)) or (iii) in the case of the General Partner, the sum of the amount which it is obligated to restore to the Partnership pursuant to Section 3.1 hereof and its proportionate share of Minimum Gain (as defined in Income Tax Regulation ss.1.704-lT(b)(4)(iv)(f) and (h)(5)) (in each case, such excess being referred to hereafter as the "Excess Deficit Balance"), then the allocation shall not be made to such Unitholder Investor or Partner. Instead, such Loss (or deduction or item thereof) shall be allocated first to the Partners and Unitholders Investors having positive Capital Accounts, in proportion to such positive Capital Accounts, Accounts until all such positive Capital Accounts have been reduced to zero, and any additional Loss (or deduction or item thereof) shall be allocated to theall